Ultimate SpiderMan & Young Justice: Far From Home
by Grace1776 Jr
Summary: ULTIMATE SPIDER-MAN Cartoon crossover. Peter Parker is stranded on Earth-16. Far from anything he has known and in a world not his own, who's side will he choose and will he ever be able to get home. Sometimes having great power just stinks.
1. Chapter 1

A long way from home:

Disclaimer: I don't own any of these characters. I am not paid for this. I only do this for my enjoyment and the enjoyment of others.

For your information the Italics in "" is for the telepathic speak that we often see in the Young Justice show and the normal _Italics _are for inner thoughts and monologs with no "" on the ends. As sugested by one of my reviewers. Thanks.

* * *

Chapter 1:

**Spider-Man:**

He jumped straight up shooting a web to the nearest building and swinging to arc away. There were seven of them which was all he was able to observe before his spider-sense started sounding off - LOUD! The line went slack…

**Young Justice:**

_"Its Black Spider, Artemis, take out his line,"_ Kaldur ordered through M'gann's telepathic link.

_"Where did he come from?"_ Robin

_"Got'em."_ Artemis. Her arrow went and hit its mark cutting the line Black Spider was holding onto.

**Spider-Man:**

He let go of the now useless web-line and let himself fall. _Was that an arrow!_ He shot another line regaining control and turned himself to see his attackers. The freaks were dressed like they were ready to go to comic-con or something…"Like I should talk," he said to himself. The blond in green was knocking another arrow - _was that the right word, knocking or notching_? Firing another line he changed direction.

**Young Justice:**

"In coming!" Wally yelled.

Black Spider came in fast and before anyone could react Artemis was skidding to plow into the roof mounted air vent. Low to the ground Black Spider laughed, "Did anyone not warn you shooting arrows was dangerous."

**Spider-Man:**

He let go of the line letting his momentum take him straight to the blond girl with the arrows. POW, his outstretched feet hit her. But not too hard Peter hoped.

He gave his quip then spider-sense went off again.

**Young Justice:**

Agualad dived for Black Spider but missed as the Assassin side-stepped and swung around grabbing Kaldur by the belt and redirecting him into the floor. "Dude, you got webbed feet!"

**Spider-Man:**

He dived to the right after dropping webbed feet guy and then came up on the edge of the roof. Spider-sense wasn't turning off: _Two down, five to go…whoa ah_! He was rising from the ground. "What they heck, when did the Wizard get here?" A tall guy with a black shirt and a red S was coming at him. "This will hurt."

POW! He was right. Peter got the sense he was falling again. _Man that guy hit hard…like really hard…spider-sense shut up please, I know I'm falling_…"FALLING!"

His hands went out and clung to the wall. Catching himself and crouching he looked back up.

**Young Justice:**

_"Where did he go?"_ Robin

_"Sorry, I couldn't hold him after Superboy hit him,"_ Mrs. Martian

_"I didn't hit him that hard."_ Superboy

They all ran to the side looking over hoping that Black Spider wasn't splat on the pavement. He was an assassin and a member of the league of shadows but still splat was a ugly way to go.

_"Did anyone notice that the costume was kind of different?"_ Robin

_"Now that you mention it.."_ Rocket

"Hey, what are we looking at?" everyone turned to their left where Black Spider in his new Red and Blue costume was looking down over the edge with them. "Yah, hi!" Superboy staggered back as a grey/white sludge slatted him in the face blinding him. Black Spider gave two gut punches, wrapped him in more of the goop and threw him over the edge. "Your turn! Hang around a bit."

"SUPERBOY!" Megan lost control of the link breaking their silent communications. She flew over the edge to catch him. Robin, Rocket and Kid Flash were left. "Take him, KF." Robin said pulling a batarang from his utility belt.

Wally charged the villain faster than anyone would have seen accept he missed. Spider leapt up and rolled over Wally who had to catch himself before he fell off the roof. "Speedy Gonzales, Andale, Andale, Arriba!"

Robin threw his batarang at Spider's feet but before it let its sleep gas loose he was up in the air and firing a web at HIM. Robin dived left then right pulling out his twin sticks and spinning them around wrapping up the next line of what he guessed were webs.

His opponent leapt at him and Robin wasn't able to avoid it so he turned it into a role which was supposed to end with him on top but Black Spider somehow twisted it and was looking right down at him with his fist raised back ready to punch Robin's lights out…"Hey you're just a kid…"

Robin used that moment of hesitation and kicked out landing a perfect kick right above Black Spider's groin. "OH!" The spider rolled off clutching his lower half. "Okay, I got it…that was unprofessional of me…age discrimination I'm a victim too."

Robin got clear and spun back with a hook kick which the Spider blocked then fell back rubbing his arm vigorously, "Owowow." They would have gone on but Spider somersaulted back and then jumped off the roof as Rocket started shooting her beams at him.

"I don't think this is Black Spider," he said but at this point no on was listening.

Rocket charged up and was airborne. Boom, Boom, boom, her blasts kept missing as the Spider jumped and bounced then was off the room moving to another one yelling, "Come on and catch me, your aim stinks worse than Speedy's."

Robin ran to Artemis and Aqualad. "Are you two alright?"

"Yah, but when I get my hands on that guy he won't be," Artemis said getting her bow.

**Spider-Man:**

He dogged blasts as the Nova wana-be kept firing them at him. Sparing a look behind him he noticed how annoyed she looked. Yah, I have that affect on the lovely ladies. A blast hit the ground right where he had been a split second ago putting him back out of his head and into reality. Back flipping he landed, "Okay, you shoot beams, I get it, but can you surrender quietly."

"AHHH!" the girl screamed and shot both her hands off at the same time. The minor explosion sent Peter rolling and took out two of the struts that were holding up a old fashioned water towers that the city still kept for some public safety reason or another. Staying down he turned to see the rocket girl coming in close to finish him off. "One question before you blow me away. Is your power based on electricity?" The girl gave him a confused look, "taking that as a no." He kicked with all his strength at one more of the supports. Its weight caused it to tip and the dirty city water contents splashed out over Rocket-Girl.

"Wow, you look angry." Spider-Man said. "Something tells me that's bad." His spider sense was going off louder again but it hadn't stopped this whole time so he kept his attention on the threat right in front of it. Epic Fail. "

"ARAHH!" The roar of rage was what saved Spidey before being flatted by a pair of size 12 combat boots. The entire building shook as S landed creating a creator. Spidey was surprised to see he didn't go through the roof . Gulp, "Okay, now I'm scared."

S charged Spider-Man smashing his fist into the ground right where Peter had been but missed. He swung wide and missed again. More of the webs coated him, but before anything could happen he ripped them off. And kept coming after Spider-Man. "Are - you any relation to - the Hulk." S got a single hit that hurt but did more to get Spidey clear as he flew back. He jumped up to get clear of the raging psycho trying to tare his arms off.

He felt the air change as something came in from above. Without looking Spider-Man jumped up to the top of the toppled water tower. "I mean come on, how do you guys expect to beat me?" From his vantage he saw webed foot drop from some kind of pink ship, arrow girl right behind him. S was move to get behind him and the Rocket chick was airborne again. "Good answer."

Webbed Foot pulled hilt like things from his back and to Spidey's amazement the water he had dosed Rocket Girl in moved and combined. "Oh that can't be good." He man now had a whip and a sword made out of water. "Dang it!" He flipped back avoiding the water whip but out of nowhere the PrePubesit Ninja showed up. Spidey spun to avoid him but felt the kid tap his back. _That wasn't a good going Spidey, glad to meet ya tap. _Reaching back he pulled a disk free and looked at it in his hand. A timer went, :03, 02, 01...BOOM!

A combination of gas and kinetic energy sent Spider-Man back and he fell, on hit butt. His head was feeling weird.

**Young Justice:**

"I got him, that gas should put him out for a few minutes." Rob said.

"Good work, Robin," Aqualad said moving in. "I'll alert the league."

"What was that light right before." M'gann asked decloaking.

"Not sure," Kaldur admitted. "We'll have to find that out as well." Black Spider was still laying sprawled on the ground. "Red Tornado, this is Aqualad we've capture…"

"So sorry but none of that sounded good to me." Black Spider said from the ground revealing that he was still conscious. A web like line shot from his hand and he pulled. Kaldur and Robin narrowly avoided a piece of the water tower swing at them.

Black Spider was back up and punched Superboy in the face sending the superman clone back two steps. He then clutched the fist, "OW, Bad idea."

**Spider-Man:**

S's jaw was made of steel or something. Maybe he was an android. It didn't matter. Spider-Man jumped off the edge and stuck to the side of the building 20 ft below. He needed to catch his breath. This way he hopped archery girl wouldn't be able to shoot at him. But Rocket would be another issue.

His hand was throbbing and his balance still felt off. "Who are these guys?"

Spider-Sense told him to look down which he did just in time to see a red and yellow blur smack him…he lost hold and felt two feet before clinging to the wall again. "Okay, maybe I bit off more than I can chew."

**Young Justice:**

Kid-Flash ran up the side of the building giving a good punch in to Black Spider before making it to the top. "Okay, we got him on the ropes. Now what?"

"Robin, Rocket go over the side."

"Got'cha" Rocket was over and Robin shot a line of his own and repelled over the side.

Rocket went wide and saw her target sticking to the side of the wall. "You're going down Bug Boy." Shot her blats off.

With a mix of acrobatically impossible skips and flips all while vertical to the ground Spider shot back, "Spiders are arachnids, different category all together. You're such a girl."

"What!" She fired again.

Robin tied off his line then swung another mini explosive in hand but Spider must of seen him or something because the assassin turned just in time to catch Robin's arm and send the small device flying away. "Nice try Dude but I like to think I'm a fast learner." Then he jumped wripping Robin's free of his line to land another 3 feet down. "And I'm the only wall crawler here." He held Robin like a human shield between him and Rocket. Black Spider grabbed Robin's utility belt and with one hand crushed the buckle breaking it free. "Oh no, not god," Robin said as the belt started to beep. Spider threw the belt up and away then spun around shielding Robin from the flash of several minor explosives and other gadgets going off. "What the heck were you packing?"

Robin didn't get a chance to answer because his mouth was sealed shut and Spider fell away leaving him stuck to the side of the wall.

**Spider-Man:**

He had to end this. It was getting harder to move…more like slower like he was drunk or imagined being drunk would be. And if any more of these looney toons had stuff like what Ninja kit did than he needed to get out as painful as it was to admit, he couldn't win this.

"I need some distance." Rocket Girl was coming in again. He jumped again but this time at her instead of away. They collided butting heads and free fell. Spider-Man, used to this kind of beat down recovered and holding the girl under his arm shot a line saving them from being pancaked on the cement below. He felt her wake up and charge up…without knowing what else to call it. Letting go of his line he twisted till he was riding on her back.

"What the hell?" She said.

"I know, I don't have any good jokes at this moment either." he grabbed her head and pointed it down. Something he learned from fighting vulture, flying guys always have to follow where their heads point. At least when they are flying and not like hovering. Hovering was a different thing.

And like the rule Rocket Girl propelled them the direction Spider-Man pointed her head, DOWN.

**Young Justice:**

"AHH!" Rocket screamed. Her hands shout out to protect herself but before hitting the ground she was yanked up and went sky way. Another moment before she was in control of her flight and then she realized, her passenger wasn't on her back anymore.

"Where did he go?"

The Bio-Ship pulled up along side her. The hole opened and Aqualad came out looking around. They stared at one another and then back at the ground and surrounding buildings. Black Spider, if it had been Black Spider was gone.

**NOTE:**

Okay, this was something I put together in about 2 hours. Saw the last episode of Young Justice and this popped into my mind. I think I will continue with it but I got several other projects that need my attention, one of which is also a spider-man crossover.

I tried to get all the Young Justice guys a moment but it was hard, and the fight started to drag on. I think I gave Spidey enough of a hard time to do the team justice but I'm not sure. This was not meant to be Spider-Man all powerful etc. I wanted to show off as many strengths as possible but had to give a bit of the edge to Spider-Man, first because he has a bunch of cool abilities and If they beat him senseless than there would be few ways to continue the story. But I think I balance that out with Spider-Man swallowing his pride and running instead of the Team. The idea was that even though one on one in a situation that favors heights and closed spaces, Spider-Man was a opponent to be reckoned with but despite that against the overwhelming powers of Superboy, Kaldur, M'gann, and Rocket, with Robin's wits and Airtimes' arrows he had little chance of winning unless he started doing something drastic.


	2. Chapter 2

Chapter 2

* * *

**New York City: January 22, 22:20**

Batman crouched on the roof where the Team had encountered, what they had at the time believed, Black Spider. The device in his hand chirped indicating it was detecting something. Looking at the readings Batman tapped his communicator in his cowl. "Batman to Watchtower,"

"Martian Manhunter, go ahead Batman."

"J'onn, I'm sending some readings to the Watchtower. Can you have them analyzed, priority one. I think the individual the Team encountered last night may be related to something larger I've been working on."

"Of course. The results will be ready when you return. Martian Manhunter out."

Batman stared at the readings. In his stomach he already knew what they meant but hunches could be wrong, though his rarely ever were.

The sound of air being displaced told Batman that someone was behind him. Without turning around Batman greeted the newcomer, "Superman,"

"Batman. Any luck with your new project?"

The Dark Knight turned to the Man of Steel and gave him a measuring look. "Wonder Woman asked you to speak with me." It wasn't a question.

Clark looked a bit guilty, "Yeah, she has been a bit annoyed that you are refusing to acknowledge that Captain Marvel is only a 10 year old boy."

"I knew his age before all of you did." Batman stated.

"Look don't shoot the messenger. She just thought with the last meeting to nominate new members we should have discussed his situation a bit more in-depth. You know how she feels about training children before they are even teenagers."

Batman turned back to his device and went back to work. "If Wonder Woman needs to talk to me she can do it by picking up a phone or at the next meeting." It was a clear sign the conversation was over.

Superman glared holes at his friend's back but careful not to glare actual holes. "You don't answer the phone when almost any of us call."

"Stop calling at night." The Batman said putting his device away into his belt. "I have work to do. Don't you have a patrol to get back to?"

Sighing Superman lifted off into the air. Batman turned to watch him leave then walked to the edge of the roof and disappeared over the edge.

**QEENS: January 23, 05:55**

As the sun was rising over the city Peter was starting to panic. "WHERE IS MY STREET?"

He hadn't been able to find where he stashed his backpack, cloths, and wallet either. _Did I get hit in the head or something?_ His own voice in his head answered him with a deep "_YEEEESSSS"_ than called him a dummy. "Beside the point."

Swinging he jumped onto a roof of one of the houses and tried to get his position for the 9th time. People were starting to come out of their homes and a paper boy had just gone down the block. Spider-Man swinging around Queens was kind of obvious so he was trying to stay out of sight.

"Oh man," He sat down on the roof obscured from most of the street traffic. "This is going to be bad. At this rate I'm going to be late for school, again and…OH MY GOD, what will Aunt May do?"

He flashed on Aunt May walking into his room to wake him up and noticing he wasn't there and that his bed hadn't been slept in. She'd call the cops, then the fire department. He saw her going hysterical with worry than running out side and slipping on a banana peal and then -

Peter pulled out his cell phone again and silently cursed when the bars said no reception…"**Really**, in the middle of Queens, no bars. Oh someone is getting an angry letter." He put it away.

"I got to get home."

Without any idea how to do that when he was lost Peter climbed down the side of the house and opened a window. "I don't normally break into peoples homes but this is a emergency." Climbing in he stayed on the ceiling looking for a phone. Finding one he picked it up and started dialing Harry's number.

Harry was his best friend and would at the very least give him a alibi and at best be able to tell him where he hell he was. _Though maybe I don't want to tell him that I'm on some McAlister street, wherever that is._ The phone rang…and rang, and rang. Finally a gruff voice answered. "What?"

Peter pulled his mask up off his mouth, "Uh, hi this is Peter Parker calling for Harry."

"Who?"

"Peter calling for Harry Osborn."

"Wrong number kid -" the line cut off.

"Rude." he dialed Harry's number again just incase he had made a mistake."

The same voice answered, "What?"

"Um, can you tell me what I just dialed?"

"KID CALL THIS NUMBER AGAIN AND ILL FIND YOU AND -" Peter ended the call. A little spider-man was on his shoulder - _"Well its official, you have amnesia." _Peter glared at his imaginary self then came back to reality. _My fantasy life is taking on a mind of its own. Shut up - focus on the task at hand._

That became very easy to do when a heavy set woman with some kind of green cream on her face and curlers in her hair came in and saw him sitting on her ceiling. "AHHHHH! AAHHHH! FRED! RPOWLER, PROWLER."

"Okay, gott'a go! So-sorry. Just-had-to-use-the-phone!" As fast as he could he opened the closest window and dived out as who he figured must have been Fred came out with a baseball bat.

"WHAT IS GOING ON!"

**MOUNT JUSTICE: January 23, 17:40**

The Team was assembled in the main cavern. Batman stood in front of the holographic monitor giving them the briefing.

"Based off of what you were able to observe, Intergang has began resuming their illegal arms business." Several pictures came up. "So far they are selling weapons to three major new york gangs ranging from common hand weapons to advanced anti aircraft. Your mission will be to - "

"Why are we talking about a few gun shipments?" Superboy interrupted.

"Ew!" Wally whispered to Robin, "Never good to interrupt Batman." Robin elbowed him to shut-up.

"You haven't told us anything about the guy in the Red and Blue costume. He made fools of us. When do we go after him?"

Batman waited unperturbed by the outburst. When Superboy was done he resumed speaking. "You don't. The individual you encountered last night will be a league priority. Your's is to resume the Intergang operation and stop the weapons from being sold . With weapons like these being used on the streets of a heavily populated area like Manhattan, the possibility for loss of life will be unacceptably high.

The hologram deactivated. "Aqualad, I will leave the rest of the mission specifics with you. Brief your team. You move out in two hours."

**NEW YORK CITY: January 23, 17:40**

Cheshire waited impatiently in the abandoned building. During her tenure with the league of shadows she was used to not knowing what a mission was till right before it started but it didn't mean she had to like it. The door to the apartment opened and a man in a long trench coat came in.

Cheshire took one look then threw three ninja stars at him while diving forward pulling a shuriken then stopping just before rolling into the point of a K-Bar knife. "Don't waist my time," a icily cold voice said.

Slowly Cheshire got up and stepped away. The figure came further into the room and dropped her stars at her feet. "Did Daddy teach you that? Pathetic."

Behind her cat mask Jade bit her tongue. "You're the client?"

"Sure am. Now be a professional and cut the sarcasm." Deathstroke took off the coat. He was dressed in his signature battle armor and half black half orange mask. And he was loaded with weapons: two swords on his back, with pistils in various places and other straps of ammunition and other assorted bladed weapons. He was a walking armory.

"You're coming?"

Deathstroke glared at her from the visible eye. "Ask one more dumb question." She didn't.

* * *

Spider-Man leaned against the roof mounted vent giving off heat. Normally web slinging kept him warm but after a full day of it he was tired, and was starting to run low on the cartridges he currently was using. Only to spares left so he had to conserve. His stomach growled loudly. He could have stolen something to eat or stolen some money to buy something but he couldn't bring himself to that…not yet anyway.

He took his mask off and felt the air on his face. Nothing made sense. The Daily Bugle was gone. Every newspaper he got his hands on didn't mention anything about him, at all. Not that he was vain but there was always someone either blaming him or praising him, even in the tabloids at least. But what threw him was there wasn't any news about anything he recognized. No SHIELD or Avengers mentioned at all. No HULK running around the mid-west. In there place were articles about SUPERMAN and THE JUSTICE LEAGUE.

Did new costumed heroes just appear over night? It didn't make sense. None of it. And the streets were different. The main ones were the same, the layout of the city but the side streets and alleys were different. One ways were two or had been blocked off. Middletown high didn't exist but a Upton high did. His street didn't exist and non of the numbers he knew called the people they were supposed to call. It was like he had stepped into a alternate dimension were everything was the same but at the same time different.

In over a year of being Spider-Man Peter had learned what it was like to feel fear, real honest to god fear. Life and death, loss of limbs kind of stuff happened to him a lot. But always they were something right in front of him. Something he could deal with. But what was this. He was lost, literally lost. How do you fight that? When nothing made any sense how do you figure out how to get where you know you are safe?

He leaned his head against the vent and closed his eyes. He just wanted to sleep in his own bed but after swinging around all day and never being able to relax this spot would do.

* * *

The goon went flying over the chair. Cheshire guarded the door. A task that was beneath her but hey, it was the job. Deathstroke stood over the groveling Intergang punk. "So why don't you explain to me what happened."

"It…it wasn't my fault," The guy tried to say. Deathstroke took out a collapsible baton and extended it. "The boss wanted to know what was inside it so, he opened it. I don't know what happened. There was this light and then boom, you know. It was gone."

Without warning Deathstroke slammed the baton down right next to the man's ear. "Gone. Explain gone. Where did it go?"

"I…I don't know - AH!" Deathstroke hit down again this time right next to his other ear.

Silently Deathstroke stood up and walked past Cheshire into the hall. Falling they walked past the heaps of bodies of the Intergang operatives that they had beat and or killed when they had arrived.

"What's next, or was that it?" Cheshire asked.

"Not it." Deathstroke answered. "If whatever was in that case is gone than the next best thing will have to do."

"And what's that?"

"None of your business." Deathstroke pulled out a brown padded mail package. "As promised, you and the league did your jobs."

"You're done with me? Just for that?" Jade was outraged. "You hired the League of Shadows just to rough up Intergang! What is wrong with you?"

Deathstroke tossed the payment onto the ground and turned around; dismissing her. No one dismissed her. Lashing out with her collapsible katana she tried to make a clean cut at Deathstroke's head. Faster than she could see he stepped just out of range of the blade then was facing her. The next thing she knew she was on her back with the big man's boot on her neck. "That was a dumb thing to do."

The large mercenary stepped off of her and walked away. Cheshire didn't get up. One lesson her father had taught her was to admit when you were beaten. But then you got back up and got even.

**WATCHTOWER: January 23, 23:20**

Batman, was at the computer terminal when Black Canary, Martian Manhunter and Green Arrow came up behind him.

"You requested our assistance, Batman." Manhunter said.

"Yes," not looking away from the screen he hit a button and a hologram enlarging what he was looking at appeared on the wall just beyond him. It showed a strange tablet but the image was not clear. "This is a piece of a mosaic that was discovered in Egypt in the early 60s. The larger part was presumably destroyed but little information exists at this time. The tablet was in various private collections but has never been examined by any sort of scientific authority till last week when it was loaned out by Wayne Enterprises as part of a collection obtained through a recent buyout."

"Okay," Black Canary said. "Are there any clearer images of the lablet?"

"Not at this time. The tablet was slightly radioactive which was why it was loaned to Star Labs in Gotham. The lab had it for 24 hours before it was stolen by Intergang." That got everyone's' attention. "I had believed the tablet to be stolen for one of two reasons: its historical value as a collectors item and value on the black market, or for the unusual radiation it was giving off. Till yesterday evening I had believed the table to still be in Gotham but the same radiation was detected in New York."

"You believe this is related to the altercation the Team had with the unknown individual." Manhunter stated.

"Yes," the image changed. "This was taken by a security camera in a skyscraper adjacent to the building the Team had been observing." The resolution increased and four of the Team could be seen along with a figure in Red and Blue hovering in mid-air. "The resolution could not be enhanced any farther but the Red and Blue figure was reported by the Team to be a man with powers similar to Black Spider's."

"Could it have been Black Spider," Green Arrow asked.

"Unlikely since Black Spider is still being held in Belle Reve Penitentiary after you and Artemis captured him. Also from a report Robin made to me directly the individual seemed not to know who they were. If it had been Black Spider than why fain ignorance of the Team? There is also the testimony they all gave stating that there was a flash of light and the man just appeared as if out of no where."

"This is all interesting but what is your conclusion, Bruce? Why did you request the three of us come here?" Dinah asked.

Batman finally turned to the three other leaguers. "I believe the individual the Team encountered is from a parallel universe and that the tablet Intergang stole is somehow related to his arrival."

"That is a substantial hypothesis for you, Batman." The Martian said. "Is there more evidence that you can provide?"

If there was one thing that made Batman uncomfortable it was admitting he didn't have all the facts. "I don't but my gut is telling me I'm on the right track. As for why I asked the three of you here, I believe we need to apprehend this individual as soon as possible. At best he is a new super powered human that we have no current knowledge of or he could be a stranger to our world and in need of help."

"There is also another worst case," Manhunter pointed out. "He could be a new enemy who knows exactly why he is here and that we have no actual intel to go off of in order to catch him."

Batman nodded. "I did not want to state that but J'onn is correct. In either case apprehension should be a League priority. I believe the four of us have the necessary abilities to confront this individual. Will you help me?"

**NEW YORK CITY: January 24, 01:14**

Spider-Man landed on the roof. Looking around he saw the evidence of his fight with the freaky costumed commandos the night before. There was broken plaster and concrete and on a building just a swing away was the broken frame of the water-tower he had let Missile Girl douse herself with. "Missile Girl, got to remember that," He said to himself.

He looked around trying to see if anything was going to stand out. Crouching on the ledge he ran his fingers over the edge and looked at the dust. "What am I doing?" He said to himself. "_Looking for clues_" his mini voice in his head said. "_Working the problem_," Nick Fury's mini clone said. "_Wasting your time, Web for Brains_," Nova chimed in.

"Shut up, Bucket Head." Spider-Man told the imaginary Nova_. I'm going crazy_. "Focus, Spidey."

Keeping his eyes on the ground he looked over everything. When nothing came up he jumped to the next roof and then the other one where the tower's remains were. Nothing, at least nothing he could determine. _It was worth a shot_.

* * *

Batman remained as still as a statue. As he had predicted a little past one in the morning the masked man had returned to where he made his first appearance. Batman was surprised to see that he swung in on a web like line instead of jumping from building to building like many other super powered individuals did.

The masked man walked around like he was looking for something that he might have dropped. His head came up several times but because of the mask's large eye lenses he wasn't sure where the man was looking. But each time he went back to looking around.

From Robin's report Batman had wondered if there was a possibility that the individual had some sort of telepathy similar to Martian Manhunter's but the masked individual gave no hint that he knew he was being watched.

"_Manhunter, do you sense anything?"_ - Batman

_"No, I detect no psychic attempts to scan the area."_ - J'onn said. "Should I make contact?"

_"No, hold on. Lets see what he does."_ - Batman

With the man closer Batman could now see the pattern along the reds of the suit. A kind of cross work. And there was a emblem on his chest. A spider. Gracefully the Spider-Man moved and jumped to another rooftop. Batman stepped out of the Shadows. Tapping his communicator he called Green Arrow. "Arrow, can you take aim at him."

"You sure?" Arrow asked.

"Yes."

"Alright." Oliver Queen said reluctantly

Batman watched as the Spider-Man landed on another roof then without warning changed direction and jumped off the roof.

_"J'onn, it's a danger sense."_ Batman ran for the edge of the roof and shot it own line. "Oliver he's coming for you, be on guard."

* * *

"Where did he go?" Green Arrow asked Black Canary.

She looked out one window and then moved to another. They were in the building Intergang had been occupying and apparently cleaned out since last nights unexpected action. "I don't see him on this side."

"Green tights with a bow and arrow. I'm seeing a trend here." They both looked up at the red and blue suited figure who was staring back at them while clinging to the ceiling. "Made'ya look."

Before Green Arrow could say a word the man was down and shoved him away grabbing his bow and throwing it out the nearest window shattering the glass. "Sorry, but one person shooting pointing things at me was enough."

"Hey," Black Canary was about to say wait when her mouth was suddenly filled with a sour grey mass that spread up over her mouth and expanded. On reflex she shut her mouth and then couldn't open it.

"NO! I read the papers," the man jumped back up to crouch on the ceiling, "well, sometimes. You guys are that Justice League. And to think when I woke up I was actually considering coming to you people for help."

Black Canary reached up to tare the crud from her face and mouth but then her hand was stuck. The man turned his attention back to Green Arrow. "Let me take a guess, was that your niece or something that was shooting at me last night. The costume is a family thing right?"

Oliver got to his feet groaning. This guy was strong. "Hey, its not what you think. I was just…"

"Pointing a Bow and Arrow at me!" The man crawled over then stood up while still on the ceiling and grabbed Arrow lifting him off the floor so they were face to face. "There aren't many ways to interpret that."

Green Arrow realized that this wasn't going to go anywhere. This guy, this kid by the sound of his voice was not in the mind to listen. Oliver couldn't blame him but it didn't matter, he needed to get control of the situation or someone might get hurt. "Sorry," he said.

"Sorry?" the kid said before dropping Green Arrow and turning but not fast enough. Oliver's shock arrow was in his hand and smacked right into the kid's shoulder. "BLLLLLEWRERELLL!" The kid fell off the ceiling making a almost comical noise as electricity shot through his nerves-system. That was enough that should have put him down and keep him there but the kid rolled knocking the arrow off and coming to his feet. Canary was there however. She used her one arm to grab him by the back of the head and slam him back down to the floor.

"SARREATHEAREAEAAR" She tried to say but she couldn't through the grey stuff on her face. The kid's legs shot to either side and scooted him back in one motion straight into the splits and behind where she had positioned herself. Then he was up in the air.

Canary kicked just missing him as he came around in a flip. His landing wasn't as graceful when she also spun and used her trapped arm as a weapon clipping him with her elbow. The kid spun away grabbing his side where she must have made contact. Black Canary was one of the League's best hand to hand fighters, rivaled only by Batman and maybe Aquaman.

"We're not here to hurt you." Green Arrow stated.

"Yah, sure." the kid said sarcastically. "You know how many times I've heard that? Usually right before someone hurts me."

"WAIT!" The kid fell out the window that he had thrown Oliver's bow out of. Green Arrow's first thought was _Oh My God he Jumped_.

Batman burst in a second later. Without waiting he charged out and dived through the window as well.

Oliver ran to look out and saw the Dark Knight swinging up into an arc and disappearing. Manhunter phased through the wall. "Are you both alright?"

"Sure," Arrow said and went to Canary. "They went out the window." Manhunter nodded and then flew up and through the ceiling. "Aw I hate chases," he complained pulling a small knife and started trying to cut off the gray web like stuff.

* * *

Spider-Man scrambled to the roof. Okay, now I know I'm in trouble. _The Justice League is after me. Gosh that's a stupid name._ His side was throbbing. Man did everyone have super strength or something.

"You're fast." a deep voice said from behind him.

Spider-Man leapt away spinning around to face the speaker…and then peed himself. Not literally, in-fact he was probably dehydrated. The demonic figure loomed out of the shadows and became a man in a black on black costume with pointy ears and a long leather cape.

Spider-Man gulped. He hadn't sensed a thing. _Oh thanks, Spider-Sense, epic fail_.

"Don't be afraid." The man said stepping forward as Spider-Man stepped back mirroring him. "We're with the Justice League."

"Yeah, I figured that." Spider-Man said. For once his spider-sense wasn't going off but everything else was telling him to run for the hills. Maybe this guy was telling the truth…but if he was one of the good guys than why did he look like a bat from hell.

"You don't belong here." The man walked closer…

Spider-Man stopped. "What do you know about it? Tell me!"

"Not much. I'm trying to put the pieces together. It might have been an accident, maybe not. I don't know yet. We're not your enemies."

"Well the super teens seemed to think so. And last I checked your guy in the green had me in his cross hairs."

"That was my fault." The Batman said in a unapologetic voice. "I needed to gather more information before I tried to approach you. I didn't count on you being able to confront Green Arrow and Black Canary so quickly." His mouth which was the only thing visible curved, just slightly at the ends. "You took them unawares, even after I told them you were coming. Not bad."

"Yah, thanks." Spider-Man didn't know how to react to this info. Should he attack. Did he even stand a chance.

_SPIDER-SENSE_ - "BATMAN WATCH OUT!" a voice said. They both spun around. Something hit the floor and exploded.

Spider-Man jumped not able to avoid the concussive force. He landed in a crouch at one corner of the building dangerously close to the edge…well dangerous for someone else.

A new figure in black with a green head and red eyes was there…_Did he come out of the ground?_

There were more things flying through the air. Spider-Man turned to see where they were coming from. A person in some kind of bazaar mask and a ninja gig was diving towards them. No, she was diving at the Green faced guy.

He watched as she pulled some kind of ninja gear and started hacking and slashing at the alien like guy. He became see-through and she ran right through him. After only a few moments she was right in front of him. Spider-Man braced for the hit ready to throw her over the edge when she stopped. Behind the mask with this huge grin he heard her voice. "You want answers. Come with me now."

* * *

Notes: Well I hope that was exciting. This took a while to come up with. The first draft was set in Mitropolis and Spider-Man ended up crashing Wally's house confronting 3 generations of Flashes. I also had him facing off with the Team again but none of those really worked. Problem with him starting in Mitropolis was - why be there if New York still existed in the DC world and I wanted to keep this in the realm of what Spider-Man was capable of. So jumping states while being in a new dimension and having no money seemed a bit of a stretch.

Anyway, I've been asked which Spider-Man am I using for this story: Good question because there is so much Spider-Man media out there. I'll walk you through it.

This story was inspired by the new Ultimate Spider-Man cartoon showing on Disney DX. The show has many problems that I fear will lead to its cancellation but I enjoy aspects of it. The main thing that I like about this Ultimate Spider-Man cartoon is we get to see how Spider-Man is a bit off his rocker. If you compare what we know of Peter - solemn, geeky, thinks things through it is in confrontation with SPIDER-MAN who is impulsive and cheeky not to mention strong and powerful. I like the moments we get to see what's going on in Spider-Man's head without having to rely on him talking to himself.

I like to think that if Superman is the real Clark Kent, and Batman is the real Bruce Wayne than it's the opposite for Spider-Man. Peter is the real person and Spider-Man is the ideal he gets to be when he puts on the mask. If I had to say Peter would grow up to be a combination of himself and the traits he let shine through spider-man but at the Teen age period of his development he isn't that mature yet.

Also the cartoon shows Spider-Man being Spider-Man without a lot of Peter Parker which fits with the story because Peter is in a world where he didn't exist as himself and Spider-Man is the image everyone sees. Also in this cartoon Spidey works with other super heroes which is ultimately what Young Justice is about - working together.

Anyway, this cartoon was the inspiration but I draw a lot from the Spectacular Spider-Man because they did such a good job showing the angst of Peter-Parker being Spider-Man. Just so you know my opinion - Spectacular Spider-Man was the single best Spider-Man adaptation to TV and trumps all others as far as showing the best complete image of spider-man from his quirks, to his faults, to his gifts.

If you read my other Spider-Man crossover that one is the Ultimate Comic Spider-Man which I also read and will in no way be influenced by the cartoons, movies or Amazing canon.


	3. Chapter 3

Chapter 3:

* * *

**New York: January 24, 01:30**

_Quick decision making time. Stay and deal with big scary man in black that looks like he scares demons for fun or go with grinning cat lady…hard choice_.

"Okay," Spider-Man said. The woman took one step going past him and leapt into the nothingness. Before gravity took hold she spun around and threw several ninja knives at the man in black and his green friend. Spider-Man felt the explosion more than saw it but a second later he was falling through the air as well. Took him less than a second to see where the Cat-Girl had grabbed a fire-escape and was shimmying her way down. He just reached out and stopped sticking to the side of the building then letting go to land harmlessly in a crouch on the ground. Cat-Girl arrived a second after.

"You're fast." She said. "Come with me." She started running and Spider-Man gave one look back up to the roof and followed her.

She hopped onto a motorcycle and told Spider-Man to jump on. He did landing behind her and then wrapped his hand around her as the vehicle jumped from 0 to 60 mph.

Batman recovered from behind the small brick wall where he had taken cover from the explosives. Cheshire, why was she here?

J'onn appeared and visibly shook himself. There was very little in this world that he feared and even less that could make him break his composure. Fire was one of those things that did both. Not asking if the martian was alright but giving him a passing look over Batman got on his communicator. "Arrow, Canary, Cheshire just appeared and the Spider-Man went with her."

"Cheshire," Green Arrow repeated. "What is she doing her?"

"I don't know but she was quick to convince Spider-Man to go with her." Batman reported.

"Should we attempt to pursue," Martian Manhunter asked after getting over the brief shock of the flames. "I could try to telepathically scan for them."

"No," Batman said. Likely they were already long gone. Cheshire hadn't stayed free this long without being good at escaping.

* * *

They had ditched the bike after only a few blocks then had dashed down an alleyway and then into a run down building. The woman didn't say a word but went down to the basement where she turned into a broom closet. Before Spidey pointed out it was a closet the back wall moved and there was a passage. He followed the woman inside and the door closed behind them.

It wasn't till they came out into another basement only this one looked like a basement apartment did the woman stop and turn back to him. "Nice moves back there."

"Yeah, thanks," Spidey said looking around the place. "Not bad yourself with the ninja juju."

The woman was quiet for a moment considering him and then said, "Thanks?" as if she wasn't sure he had paid her a compliment.

Spider-Man stopped looking around and turned to her. "So, Catwoman, what do you know about how I got here and what can we do to send me back?"

"Whoa…hold on there Spider-Boy," Cat girl said. "We just met and to start off, Catwoman doesn't have a thing to do with me. Its Cheshire, like the Cheshire cat."

Spider-Man stared at her his mask hiding his blank look. Inside his head however his mini-me was rolling over laughing his ass off and looking around for the Johnny Depp to show up speaking in a Scottish accent. "Got it and I'm not Spider-_Boy_. Its Spider-Man or Spidey. I've also gone by Webs, or Web-head but I'm pretty sure the last is an insult so forget I mentioned it."

It was Cheshire's turn to pause only she didn't have the courtesy to not giggle. "Alright, Spider-_Man_. You just had a run-in with the Justice League and that isn't a small deal. What did they want with you?"

Spidey took a step back. "I'm sorry, maybe I have wax in my ears but you said to me 'did I want answers' and to '_follow'_! So why are you the one asking questions?"

"Ha, ha," the smiling cat said that that feminine way women do before they do something unpleasant. "Because I asked _nicely"_…suddenly she had a sword that folded out of peaces and jabbed it forward hitting nothing but air. Spider-Man had been ready, warned first by the laugh and then second by his spider-sense. He was to one side and lashed out grabbing her arm but this time pulling her close and using his strength to trap her arms. "Don't do that. I've had enough sharp things come by way the last two days."

Cheshire seemed to reevaluate her new friend and nodded…"okay point made." Spidey let her go and she lithely stepped away. "Okay, Spidey, lets make a deal. You answer my questions and I'll answer yours. We see if we can work together?"

Spider-Man rubbed his chin to show he was thinking it over. "_Come on go for it" _his little devil self said. _"She's hot and I bet under that mask she's a looker too." _

"_We don't know anything about her_." The Angel side said. "_She's a ninja and that never ends well."_

"_Oh stuff it will yah!" _The devil yelled over. The angel responded by jumping over Spidey's head and laying a beat down on his counterpart.

"Okay, sounds fair." Spider-Man answered. The moment he finished there was a gurgling growling sound clearly coming from him. Cheshire put a hand on her hip while Spider-Man placed a hand over his abdomen. "Um, do you have any cash by any chance?"

"Sure," Cheshire admitted.

"Good than let's go grab a something to eat. I'm starving." Spider-Man turned and made for the door.

* * *

**New York: ****January 24, 02:05**

Aqualad and the Team were in the Bio-ship. "Aqualad to Batman."

"Go ahead Aqualad," Batman's voice came over the Bio-ships communicator.

"We discovered where Intergang had moved their operation. However they were not selling weapons. The hideout had been attacked and all the Intergang agents were dead or beaten too severly to be questioned. We've notified emergency personnel to come and aid the injured." Aqualad reported clearly.

Batman didn't wait a second before responding, "Were you able to find any evidence of who may have attacked the hideout or how long ago it happened?"

Aqualad turned to Robin giving him permission to speak. "We found ninja stars. They look like the same kind the League of Shadows like to use. But there was no way to tell what time it happened. Whom ever it was must have hit fast because we didn't find any signs that intergang had put up much of a fight."

"Understood, rally on my position."

"Understood, Batman. Aqualad out." The comm channel was closed leaving the eight young heroes looking at each other.

"What do you think happened?" Rocket was first to speak up. Batman didn't tell the Team to come to him in the field every day.

"Maybe he knows something?" Miss Martian suggested.

"Dude, he's Batman, he always knows something?" Kid-Flash put in. "But how sweet is it that we're linking up with him in the field. The Team and JL linking up for the second time and this time I'm here."

Robin remained silent focusing on his wrist computer. Superboy just grunted.

"Very well than," Kaldur took command, "M'gann take us up."

* * *

The Team arrived on the roof of where they had first been setting up their surveylince of Intergang. Disembarking they saw the Batman step out of the shadows along with Martian Manhunter, Black Canary and Green Arrow.

"Wow," Artemis whispered back to Zatanna. "What happened to them," she indicated Green Arrow who looked to be favoring his side and Black Canary had some kind of grey stuff in her hair.

"Batman, did you find out anything?" Kaldur asked respectfully.

"Yes," Batman said simply. "We encountered the masked man you met last night." The Team's collective eyes widened. "But he was able to evade our attempt to capture him."

"Then why aren't we after him?" Superboy demanded much less respectful than he should have been.

Batman ignored him and went on. "I've found evidence that links Intergang to a stolen artifact, possibly with supernatural properties. I suspected that the unidentified man you had encountered was somehow linked to the artifact. We came here to possibly catch him should he return to the point where he came through."

"Wait, _came through_," Zatanna said. "You mean appeared right? Like got out of his car or landed from a plane or arrived?"

"No Zatanna, I mean came through. The artifact gave off a weak form of radiation that was thought to be harmless but upon closer examination is not dissimilar from the energy the surrounding area is infused with when a Zeta portal opens. Members of the League have had dealings with extradimentional travelers before and similar circumstances have been present. The flash you described being one of them."

"So the guy is from an alternate dimension?" Wally asked his mouth dropping open.

Robin ignored the shock of what they had just learned and pushed for more relivant information. "You said he escaped. So he did come back here, trying to find a way back?"

"That would be a reasonable assumption," Batman agreed.

"But how did he get away from the four of you?" Rocket stated like it was something too unbelievable to even conceive. "He's one guy in a leotard for crying out loud."

"Hey, Kid," Kid Green Arrow said, "What happened when you took him on?"

"Point taken," Rocket closed her mouth.

"The Spider-Man as we are calling him possess some sort of advanced warning system. A danger sense if you will." Manhunter supplied. "Batman and I were able to get close to him without incident till we tested his abilities."

"Yah and then he made a B-line straight for me." Arrow added. "The guy is strong, and fast."

"We noticed," Aqualad said remembering the fight. He also felt sudden shame. If this individual had been a traveler than he may not have come of his own volition and they had attacked him without provocation. It was a shameful thought and one they would have to make amends for.

"Did you also notice that he was a kid?" Green Arrow asked.

The young heroes all looked to one another as if the thought hadn't entered their minds, except for Robin who remembered the quip the Spider-Man made about underestimating him because he was a kid.

"He also had help," Black Canary spoke up for the first time. "Cheshire showed up and the two of them got away together."

"Cheshire," Artemis echoed quietly. Her sister was involved. Seeing those ninja stars made this make a whole lot more sense now. The League of Shadows liked magic stuff.

"What is it you want us to do?" Aqualad took the lead getting everyone on the Team back on task.

"Stay in the Bio-Ship. Monitor all police traffic and wait for a sighting of the Spider-Man and Cheshire. Most likely they will be looking for the artifact."

"How do we know Cheshire doesn't already have it?" Robin asked.

"We don't," Batman admitted, but I'm working on tracking the radiation to find out where it might be. If Cheshire has it than the League will find her. If not she and Spider-Man will have to come out of hiding and you will be in position to intercept."

* * *

Deathstroke peered through the scope of a sniper rifle at the junior hero's standing like ducks in a row on the roof of the building opposite his own. He had heard that the Justice League was deploying a covert unit. He just never thought it would be their kids. The idea was laughable.

He focused the scope and read the Dark Knights lips. "assumption…Cheshire…Spider-Man…intercept" he murmured the words as he was able to read them.

"Hmm," Deathstroke made a noise. "So Batman's looking for the artifact too. That makes things complicated." he pulled out a cell phone and text a message. _And Cheshire is hanging around. Stupid girl should have run along when I gave her the chance. Spider-Man, who is that?_

He slung his rifle and drifted back deeper into the building. He pulled out his detector and followed the trail. Where did that thing go?

He trailed it to a basement room where he figured Intergang had stored a bunch of their ill-gotten gains. Crouching he hovered over a place where the detector went off the most. True to the Intergang punk's word there was nothing there.

"Hmm," He looked around. "If I was a tablet, where would I go?" Supposedly this tablet was involved with moving things so the question was where did the tablet move too.

* * *

Spider-Man followed Cheshire off the street into the basement bar. Opening the door she went in first and Spider-Man took one look and was glad his mask covered his whole face. Because his eyes were bugging out. About 15 guys and gals in costumes were sitting on high chairs or in booths.

"What the…?"

Everyone turned at the two of them entering but Cheshire raised her hands, "Back to your drinks boys and girls, its just me." A few grunts and a guy in some kind of bird outfit yelling hey Cheshire is in the house. She led the way to a empty booth and sat down relaxing. Spider-Man kept looking around and sat opposite her.

"Is this like a bar for super-villains?" he asked her.

"Yah, where did you think we'd go. Not like I could take you to the Olive Garden dressed in that get-up."

Spider looked down at his costume. "Why does everyone rag on my costume?" He said more to himself but for her entertainment.

"Yoh, Lenny," Cheshire yelled to the bartender. "Some fries and a stake sandwich for my new friend here." the guy behind the bar replied with a nod of his head. "So while we're waiting lets get to sharing what we know." Cheshire turned her attention back to Spider-Man.

"Sure," Spider-Man said uneasy. _This might have been a mistake. I know out of everyone I've met so far she's the only one that didn't open with trying to stab me but after what happened in the basement and now this place she isn't looking that much better_.

Lenny brought a plate of steaming stake fries and a the stake sandwich which Peter could smell through his mask. _Okay, she's good for now_. Peter pulled up the lower part of his mask and started digging in. He had forgotten how hungry he really was.

"First question, what did the Justice Goofballs want with you?"

Peter finished his bite. "Well I'm not really sure. We didn't get to that part. But what I'm guessing is that they are curious how I ended up here."

"Mind expanding on that." Cheshire said dryly.

"No," Peter quipped, "my turn. Why did you jump in if you don't know anything about me?"

"Well I was hired to do a job and the dick of a client decided to let me go before the job was completed."

"What does that have to do with me?" Spider-Man asked.

"My turn, Webs." Cheshire reminded him. "What are _you_ looking for?"

"A way home. What was the job?"

"I was helping him find something. Where's home?" Cheshire leaned forward.

"Another place, not this place. What was your boss looking for?"

"He is not my _boss_." Cheshire hissed. "He was a client and the bastard made a mistake underestimating me and then turning me loose before the job was done."

Spider-Man smiled, "Calm down, kitty. I'm not the one that dissed you."

"Call me kitty again and see what you bite on next." Cheshire replied with absolutely no humor what-so-ever.

Spidey finished his last big bite and wiped his mouth with a napkin. Pulling down his mask he slapped his belly. "That was nice, thanks for buying."

"My pleasure," Cheshire said sarcastically. "Well since you are now fed and watered lets cut to the chase. You don't have clue one how you 'got here' or how to go back. I don't know what Death Strike was looking for but it has something to do with you. Why don't we work together and find some answers together."

Peter was leery. "How?"

"We grab someone that probably knows more than either of us." Cheshire said as if it was the simplest thing in the world.

Slowly Spider-Man nodded. "Alright, I'm game for that…one stitch to your plan."

"That would be?"

"No killing."

"Excuse me?" Cheshire said stifling a laugh.

"You heard me, Cheshire." Spider-Man said sounding just as cold as she had when he joked about her being kitty. "I'm good with scaring the crap out of people but no killing." Before Cheshire could agree he added, "and no maiming either."

"You got it partner." Cheshire put her hand out and Spider-man shook it. "Lets go."

"You got a plan of who we're going to question?" Spider-Man asked.

"I've got an idea. You ever meet the Justice Leagues' secret mini heroes?"

Spider-Man was going to say no but then remembered the Super Tweens from the first night. "Yah, I think I have."

"Good, than we go after them."

They both got up and Cheshire laid down some bills. "You have a plan?"

"Yeah, throw someone out a window and let the cops report it. If those sidekicks are around they'll show up."

Spider-Man laid a hand on her shoulder. She spun around reacting but Spider-Man was already two steps out of her reach. "I have a better plan."

* * *

**New York: ****January 24, 22:16**

Officer Crawly didn't believe it. "What in the?"

His partner was helping their victim into the second police car. Crawly was transfixed by what he was looking at. Two men were hanging upside-down from a street lamp wrapped in some kind of a web. He walked up till he was right next to them. They looked dazed and red-faced, probably from all the blood rushing to heir heads. He saw what looked like a business card stuck over one of the guy's forehead. He put on a glove and plucked it off the guy and read it. "Joe, we need to call this in."

"What is it Frank?" Crawly showed him the card. "Courtesy of your Friendly Neighborhood Spider-Man. Who's Spider-Man?"

Officer Frank Crawly pointed at the two guys hanging from the lamppost. "The guy that did this."

* * *

"Aqualad," Robin spoke up grabbing everyone's attention, including the ones who were dozing. "I got something over the police scanner."

"What is it, Robin?" Aqualad asked coming over.

"Some beat cops near the pears are saying that two muggers were found hanging upside down by a web. And the victim is saying she was saved by a man that was hanging upside down and climbed up a building like some kind of human fly."

"Sounds like our boy," Artemis said coming to full alertness.

Robin chuckled hearing something more, "you won't believe this. He left a business card. Turns out his name really is Spider-Man."

"No way," Rocket said. "What kind of name is that? Does this guy have any self-esteem?"

"It doesn't matter, what he calls himself." Aqualad said. "Miss Martian, to the pear."

"You got it, Aqualad." Miss Martian commanded the bio-ship and the Team was away.

* * *

The bio-ship hovered over the main street before the pear. The Team got out and took up positions. "_I don't sense anything unusual_," Miss Martian reported.

"_He may not be here anymore_," Superboy suggested frustration evident through his thoughts.

"_Maybe but we need to be sure. Spread out_." Aqualad ordered.

"WOHO!" A voice yelled out to them. "Up here!"

Everyone looked up and saw Spider-Man swinging right down at them.

"_SCATER_!" someone shouted through their link. They dived or ran in every direction as Spider-Man landed right in the center of where they had been standing.

"We," Aqualad turned about to say something but turned right into Spider-Man's fist. Kaldur was vaguely aware of flying back and hitting the ground. Things went dark after that.

"One down seven to go." Spider-Man said to no one and everyone. He lept back into the air narrowly missing Robin's batarang. He landed on the ground and then bent at the waist at a right angle letting Artemis' arrow pass him harmlessly.

"_Damn it_," Artemis said.

"Uhuh, Artemis, that's not nice." Cheshire appeared her sword slicing down through Artemis's second notched arrow.

"Caster Mal Fewa -" Zatanna was about to cast a spell but her mouth was silenced when a platter of the grey webbing tapped her mouth and stuck. "MMMHMMM!" she tried to yell in protest.

Cheshire spun around sending Spider-Man a half salute while still spinning and clocking the young raven haired girl under the chin in a powerful uppercut. The female wizard was laid out.

"Oh no you don't!" Cheshire used her sword to block part of a energy blast Rocket was laying down her way.

Spider-Man took off the other way drawing Robin, Superboy and Kid-Flash away from their teammates. In three impossible back flips Spidey was out on the wooden pier. "Come on Hulk junior. Lets see what your steel muscles can do." Spidey did his hulk imitation then beat his chest with a mocking scream.

"_He's MINE_!" Superboy leapt up and out covering the distance and ready to land right on top of the mocking Spider-Man. Spider-Man stood completely still watching the large arc and then took one step back. Superboy slammed into the wooden planks and then went right through them into the water blow the pier. "Okay come on, which of us didn't see that coming?" Spidey asked Kid-Flash and Robin. He shot a web and sprung himself back over their heads and back onto the asphalt of the street.

"_I got'em_." Kid-Flash accelerated intending to charge and side smack Spider-Man like he did before. But Spider-Man was ready for him. KF had just started running when Spider-Man shot a web out and pulled a barrel that had been hidden behind a street mail box. He ripped it open with one hand and dumped the contents onto the street just as KF was closing in. Then he jumped up sumersalting in mid air throwing the empty container at Wally as the teen speedster ran underneath him…Wally ran right through the oil-slick puddle Spidey had created and was un able to stop and was knocked over the head hard by the mettle oil drum. In a blur of orange and yellow Kid-Flash went rolling and skidding till he was hit again when a wall stopped him.

Spider-Man flinched seeing what had happened to the red-head. "Ew that's goanna leave a mark." He then turned to the Boy Wonder. "Just you and me Bird Boy." did a mocking kung-fu stance and gestured with an outstretched hand for Robin to come to him.

Robin was stunned. This guy had just taken out Aqualad, Kid-Flash and Superboy in the space of moments. This had been a trap form the very beginning. Beyond Spider-Man he saw Cheshire dodging Rocket but no sign of Artemis or Zatanna. Where was Miss Martian?

"_M'gann, we're in trouble here_." Robin said through the link.

"_I know, I'm right above Spider-Man_." Robin now saw the distortion that was M'gann's stealth form.

"_See if you can use your telekinesis to get Spider-Man off the ground. He can't hurt us if he can't move_."

"_Roger_."

Spidey sense went off and Spider-Man felt an invisible force try to lift him from the ground. But this time he didn't let his feet leave the cement sticking to it like he would the side of a building. His spider sense told him the direction the telekinetic attack was coming from. Shooting both web-shooters into that direction they made contact sticking to Miss Martian's leg. Spidey pulled the lines tight and started swinging them around his head like a lasso or morning star you see knights do on tv. M'gann couldn't get lose and was being dragged faster and faster through the air in a circle. She couldn't resist since her flight was based on her concentration of telekinesis on her self and Spider-Man had the leverage and the strength to pull her along despite the strength of her will. She was going around and around till Spidey let go…

M'gann didn't see the wall come up behind her and then she hit it. She was declocked and fell unconscious. Spider-Man didn't take any chances webbing her down the first chance he got. Spider-sense warned him to jump back just as a batarang landed between him and Miss Martian.

"We are trying to help you!" Robin yelled using his bow staff to flip over and land in the space Spider-Man made when he jumped back.

"Yah, funny way of showing it." Spider-Man shot back

"That was a mistake," Robin admitted. "We didn't know better. We're sorry."

Spider-Man and the Boy Wonder faced off for a moment. Spider-Man lowered his arms leaving a opening for Robin to strike…which he took. He didn't want to but after seeing what Spider-Man could do and had done to the team he had to take the opening. He hit right down on the space between neck and shoulder. Spider-Man went to one knee. He should have been stunned. There was usually a nerve cluster there that would cause the wind to be knocked out of an opponent if they were hit there. Problem was, Spider-Man didn't get the wind knocked out of him. It just hurt. Before Robin knew it he was pressed against the wall with his own staff startling his chest keeping him from inhaling any air.

Spider-Man leaned him. "Yeah, I can see how much you want to help me." He pulled off dragging Robin from the wall then TWIP, TWIP, Robin 's arms and legs were stuck to the ground. He couldn't reach any of his gadgets or even move. He was completely at Spider-Man's mercy.

The tall sinister looking figure stood over the Boy Wonder and for a second Robin thought this was the end for him. But Spider-Man turned around and disappeared just as a seismic event hit the concrete. Superboy was back in action.

"Oh you're back. How did you like the water?" Spider-Man said waving at Superboy like they were old friends. The black haired teenager turned his icy blue eyes onto Spider-Man and literally roared. "I'm taking that to mean you don't like water." Spider-Man didn't have time to think of anything else because Super-Boy lunged for him digging his hands into the asfault where Spidey had just been standing.

Spider-Man leapt, jumped, spun and twisted. Each time he landed, on the side of a building or on the flat ground, he was just seconds ahead of Superboy who attached that area with inhuman speed and such force that Spidey literally felt the ground groan in agony. _Keep moving Spidey. If he gets his hands on me, I'm a dead-man._ He did a cartwheel narrowly avoiding Superboy's attack when he saw Cheshire throwing her smoke bombs.

Bingo, just like hey had planned. Spidey reversed his direction a action that he could do effortlessly but Superboy found a bit more difficult. Shooting a line he swung into the latest cloud of smoke. Superboy without thinking in his blind rage followed. Cheshire landed on Rocket's back and taking a hit Spidey had told her about the heads of flyers she guided Rocket into the cloud. There was an audible SMACK/CRASH. The smoke cleared and Cheshire was hanging from a web line that Spider-Man held while hanging from a second line. Below them Superboy was recovering after slamming right into Rocket's energy field. That seemed to get to him.

Spider-Man swung Cheshire to the side and they both went down to the ground level. "Okay, they're out, which one," Spider-Man asked.

"Her," Cheshire grabbed Archery girl and lifted her over her shoulders. "Come on, Webs, we got a interrogation to perform." She and Spider-Man ran to a manhole cover and dropped down into the sewer system of New York City.

* * *

Note:

Okay, I hope you liked it. I tried to get everyone of note some face time. It was hard to do any justice by Aqualad but he had no real weakness I could exploit unless I was going to light something on fire which isn't Spidey's style.

I don't know if many Spider-Man fans are of a similar opinion but I think of Spider-Man as Peter's ideal self, the person he wants to be rather than is. I also have noticed that Spider-Man is more inclined to except help from villains than from his fellow good-guys. I can think of half a dozen examples where Spidey will do a temporary team up which he knows is going to dissolve rather than work with real heroes regularly. I think it might be a pride issue, he doesn't want to show off as weak in front of his peers but someone who already hates him is okay because they don't have any other relationship but to fight one another at the end anyway.

So going from that mind set I figured Spidey would be willing to work with Cheshire especially if she was at least pretending to work with him and gave the impression she could provide answers. I want to remind my readers that Spider-Man is only 15 years old. He is lost with out any of his support and he was vulnerable to outside influences. Yes Spider-Man is known for his unbreakable will and always doing the right thing in the end but he isn't perfect. He isn't like batman who never makes a mistake or Superman who is nearly a saint. He is human and when he was alone, scared, hungry and battered Cheshire offered hope.

But figure, Peter isn't stupid. He knows Cheshire is bad news and he can't really trust her. He also has a history of beating his enemies with his wits as well as his physical strength. In this fight I wanted to show some of that off. In this one Spidey wasn't caught off guard. He was able to take what Cheshire was able to tell him and his own experiences and set a trap. You can debate it among yourself who really drove the strategy but I'd say it is well within Peter Parker's range to plan out how to divide and conquer a more powerful enemy. I also want to point out that this was a quick strike. Spider-Man took on the close range fighters while Cheshire took on the long range fighters. Could Spider-Man take on all of Young Justice on his own…I doubt it, at least not for long. But if he played them, one at a time and used his advantages to their fullest, sure.

Anyway, hope you liked it and do me a big favor:

This story is meant to be under "Cartoon: Ultimate Spider-Man" which does not yet have as a category. I know I miss labeled it Spider-Man unlimited because of the similarity to the stories but in truth is it is incorrect and I would like to fix that.

Please email asking them to make the cartoon "Ultimate Spider-Man" a category. the email can be found by clicking the help icon in the uper right corner.

Characters would be the following:

Peter P.

Spider-Man

Mary Jane W.

Harry O.

Dr. Octavious

Nick F.

Nova

White Tiger

Power Man

Luke Cage

Ava A.

Iron-Fist

Agent Colson

The more people email the faster fanfiction will add this as a category and this story can go where it truly belongs.


	4. Chapter 4

Chapter 4:

* * *

**New York: January 25, 01:04**

Artemis slowly came back to consciousness. "What…what happened?" She could see a black booted foot, "Robin?"

"Sorry, kid'oh, no such luck?" a female voice answered her.

Artemis realized when she tried to move that she couldn't. There were restraints around her, binding her to the chair. Her feet were stuck to the floor and her hands bound behind her back. Her head was pounding but she looked up and saw Jade standing over her un-masked. They were in a dark room with a light shining right over her head partially blinding her.

"Jade." Artemis stated. Her sister smiled. "What's going on? Why are you involved?" Artemis demanded.

"Why else," Jade shrugged and pulled up a chair. "Money. I was hired to do a job."

"Spider-Man hired you?" That didn't sound right. The guy was supposed to be from another dimension or something. How would he hire the League of Shadows?

"ha," Jade chuckled, "No such luck. The web-head and I are partners of convenience. But got to say, he is already proving to be more fun than Black Spider ever was."

"Speaking of your new _friend_, where is he?"

"Not important. I brought you here so we could talk. So lets talk before I am forced to pull out the needles."

Artemis narrowed her eyes. "You wouldn't dare."

Jade smile was cold. It reminded her of their father, Sports-Master. Artemis Crock started to doubt her statement. Jade may not _want _to hurt her but that is a big difference from _not _hurting her. "What are you and you're Justice douphs up to?"

"We're stopping Intergang from selling illegal weapons on the black market." Artemis answered.

"And let me guess, the Spider was a surprise."

"Yeah," Artemis said like it was the most obvious thing. "Flash and then he's there blowing our cover. We thought he was Black Spider and then everything went to hell."

"So you're still looking for those weapons?" Jade asked smiling. Artemis could tell her sister knew something.

"Yeah, for the most part. What happened to Intergang anyway? Looked to us like someone already got to them."

"Yah, that was me." Jade leaned back in her chair. "Every now and then Intergang comes up with something interesting but those guys were just, let me tell you, easy. I guess I did you a favor. No need to thank me."

"Don't worry, I won't." Artemis shared her sister's smile. "So what are you and Spider-Man after now?"

"None of your business, Sister."

"Wouldn't be a tablet, with a bunch of strange writing on it." Artemis poked. _That's right, I know about it already. Betch'ya thought you could hide it. Now if I can just get you to tell me where it is…_ Artemis thought to herself.

Jade looked at Artemis queerly. Rolling her eyes she looked up at the ceiling stretching and rolling her shoulders. "So you know about the tablet? You guys really are behind us." Jade got up as if that was everything.

"Hey, Jade," Artemis said trying to stop her. "This thing has to do with interdimentional stuff. I know that can't be good and so do you. What' ever the Shadows want with it isn't worth it. Hand it over and this can be done."

Jade looked at Artemis. Her smile was all amusement and victory. "Thanks, sis. You have been really helpful." Jade looked up and the light turned off. Jade flicked a switch and the lights came on. Looking up Artemis saw Spider-Man squatting on the ceiling upside-down holding a large emergency flash-light in his hands. The ceiling lamps were all normal incandescent bulbs. This wasn't a real interrogation room.

Spider-Man fell off the ceiling turning over silently landing back in the squat right next to Artemis. Standing up he looked at Jade then down at Artemis. The restraints now that she could see them were the grey webs Spider-Man used. "What does this tablet look like?" He asked her.

Artemis was confused. What did that matter? If they had the Tablet than - Artemis couldn't believe it. She had been doped. They didn't have it…now that she realized it she bet they didn't even know that there had been a tablet before she just told them. Artemis' chin fell to her chest. _Stupid, stupid, stupid_.

"Hey," Spider-Man kneeled down to get to eye level with her. "You said this thing was bad news. I think you're right. So tell me what you know."

Artemis looked him in the eye - well in the large slanted one way eye-pieces. "I can't. I don't know anything."

Spider-Man seemed to stare at her for a long time then quietly got up and went to Jade who had put on her Cheshire mask. "Magic Tablet. Know anyone that deals with magic?"

"I can think of a few." Cheshire said.

They were about to leave but Spider-Man stopped and went to a corner of the room where Artemis' arrows were. He pulled out one that had a round cylinder on it. "Let me guess tracer arrow right?" He didn't wait for an answer. Flipping it around he slammed it into the floor tip first, and when he pulled it free the small round tracer was planted and active on the floor. "So you're buddies can find you."

"Come on, Webs, you're making me gag." Cheshire taunted before disappearing out a window. Spider-Man jumped out after her.

"So where we going to?" Spider-Man asked Cheshire when they hit ground level. Cheshire had procured a motorcycle and since Spidey knew he had to conserve on web-fluid he had agreed not to make a big deal of it. Hopping behind her he carefully put his hands on her waist before the motorcycle gunned forward.

"There is a guy." Cheshire said over the roar of the engine.

* * *

The Team regrouped back in the Bio-Ship. All accept Artemis. "We have to go after her," Wally declared.

"We can't," Robin said. "We -"

"You can't be serious. We get are butts handed to us a second time by that freak and now Artemis is kidnapped. Why the hell can't we?"

"BECAUSE," Aqualad raised his voice getting everyone's attention, "Because we have no way of tracking where they took her. Nor do we have any leads at this time."

"What about her communicator. We can track those right?" Wally suggested.

"Not if Cheshire dumped it which she would have. That's kind of 101 for her." Robin reminded the group.

"Um, guys," Zatanna spoke up. "Does anyone find it odd that Cheshire would kidnap her sister. I mean what is it that Artemis could tell her that she doesn't already know?"

"She's working with Spider-Man, my guess would be they are looking for the Tablet and Artemis is the easiest for Cheshire to deal with one on one." Robin openly commented.

"You may have a point." Aqualad gave Miss Martian the signal to raise the Bio-Ship and they departed the area but with no destination in mind. "This must be reported to the League all the same."

Robin looked over at Superboy, "Hey, SB, you okay?" Connor hadn't said a word. He grunted and turned to look out the window. "Okay, I can see you are less than in a good mood."

"As long as he isn't in a bad mood," Zatanna offered trying to lighten everyone's spirits. Superboy glared at her and she turned away. Everyone trusted Connor but anyone who knew him also knew that he had a temper. Tie that in with his awesome strength and…well he would never hurt them but accidents were called accidents for a reason. This Spider-Man Guy had gotten under his skin. That was clear.

* * *

Cheshire banged on the door to the basement apartment. Spider-Man waited clinging over the door. Cheshire suggested that he wait just incase something unexpected came out. "Faust, its Cheshire, open up."

_Faust, as in 'faustian bargain'? Oh yah, no way this can go bad. Taking an educational moment, the story of Faust is a common morality tail about a man who sells his soul to the devil…and like all morality tails get burnt for being stupid. You would think I, knowing this, would be saying 'no, no, no, Cheshire, we don't want to make any deals'. But I'm not. Desperate times calls for desperate measures. Besides I'm already teamed up with a other dimensional super-villain, how much worse can I make it?_

The door opened and a skinny man in a dress came out. "Uh, Cheshire, how nice to see you…I would most love to be of assistance to the league of Shadows but…"

Spider-Sense! Peter reached down grabbing Cheshire and yanking her straight up just as bullets started firing out of the door. The Faust guy dove for cover, curling up into a ball inside his dress.

"Well, well, well. Girl, you just don't know when to quit to you?"

Cheshire flipped out of Spider-Man's grasp and landed on the ground. A large man in black body-armor covered in knives and guns stepped out of the apartment. He looked up at Spider-Man. His mask was half black and half orange with only one eye showing. "For a moment, I thought you were Black Spider. But he wouldn't be caught dead in a red and blue getup like that." He had some kind of machine pistol in his hand.

For what seemed like forever the four of them were all frozen. Cheshire crouched on level with the Deathstroke; Spider-Man had the high ground; Faust sniveling on the ground, and Deathstroke was the only one with his weapons out ready to go to war.

"What can I say, I'm a sore looser." Cheshire sneered.

"Okay, what the heck is going on?" - Spider-Man

"Faust, don't you move." - Deathstroke

The world's best mercenary took stock. "Before we dook it out, I'm curious, how'd you know to come here?"

"Lucky guess," Spider-Man offered.

"We are looking for the Tablet," Cheshire admitted, sticking one hand behind her. Deathstroke had his other hand close to the K-Bar knife on his hip. "Figured, old Faust would know where to point us."

"Oh, and why are you still looking for the Tablet? You've already been paid. And I don't like competition." Deathstroke commented his eye sparing a quick look at the guy above him. He wasn't holding onto the wall, he was sticking to it. "I didn't figure you for the death wish type."

"I'm not. My friend here is particularly motivated and I know anything that powerful is worth a pretty penny in its own right. That's all." Cheshire said. He muscles were tightening. She hoped the web-head was ready to back her up.

"And what's your stake in all this?" Deathstroke didn't let Cheshire out of his site but flicked Spider-Man a head twitch.

"Oh, nothing much. Just the possibility that this tablet kidnapped me from a alternate dimension. Nothing to major."

"Funny. So you want to go home and you," He indicated Cheshire, "want more money." He man behind the half/half mask laughed. It wasn't a crazy laugh like the Green Goblen's or manic like the Joker. It was this deep, cold, evil humor that made you think of the worst thing imaginable. "Time to die kids."

"WAIT!" Before anyone made a move, Faust was up with his hands waving. "Wait! Please."

"What is it, Faust?" Deathstroke said irritated.

"You," he pointed at Spider-Man. "You came because of the artifact. It brought you here?"

"We are kind of working from that conclusion, yah." Spider-Man admitted finding new interest in the man in the dress.

"What's your point, Faust?" Cheshire was ready to fight and this delay would only hurt her chances.

"You all don't have to kill each other, in fact you shouldn't. You see. If your friend really did come because of the artifact I can use him to help locate it. And if what you said I accurate," he was now talking to Deathstroke, "Whomever took it is very powerful. You will probably need assistance in order to retrieve it."

So there they were. Ready to go at one another and the guy in a dress was the one telling them they had to work together. Spider-Man knew this was going to go bad. He just knew it.

* * *

Note:

Sorry for the late entry. I was busy over the Memorial Day weekend. Honor the lives of those that gave theirs. Anyway, hope you liked this short story. I was working on the tie ins to make all this come together and I realized that the ending I had planned wasn't making any sense or was lacking the level of drama we are accustomed to in Spider-Man media. So I wrote this to help tie the two parts together. Should have things back on track shortly.

I'm also working on my Kindred/Stargate story so if you see delays with this its because of that.

I hope you are all writing the site to help make "Ultimate Spider-Man" a category.


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